TCR_Public/000901.MBX             T R O U B L E D   C O M P A N Y   R E P O R T E R

                Friday, September 1, 2000, Vol. 4, No. 172

                                Headlines

1/2 OFF CARD: Great American Group To Liquidate Card Shop's 37 Stores
AMEDISYS, INC.: Disposes of Therapy Services, Netting $1.75 Million
BELDEN & BLAKE: Abelco & Foothill Back New $125 Million Financing Pact
BOCA RESEARCH: Names Michael Stebel as New VP of Marketing for Inprimis
CARMIKE CINEMAS: Senior Lenders Balk At New Theater Construction

CELLNET DATA: Order Confirms Joint Consolidated Liquidating Plan
CERPLEX GROUP: Committee Turns to BDO Seidman for Accounting Services
CONSUMER PORTFOLIO: Extends Financing Maturity Date & Reduces Interest Rate
DRKOOP.COM: Obtains Adequate Financing & Undertakes Corporate Restructuring
ELDER-BEERMAN: Announces Plan to Buy-Back Shares at $4.50 to $6.00 Price

GARDEN BOTANIKA: Partners with Be Free in New Affiliate Marketing Program
GENESIS/MULTICARE: Look for MultiCare Schedules & Statements on Sept. 22
GRAEME LIMITED: Hearing to Consider Approval of Disclosure Statement
GREATE BAY: Confirmed 5th Amended Plan Deleverages Resort's Balance Sheet
GRUMA CORPORATION: Moody's Places Senior Ratings Under Review For Downgrade

HARNISCHFEGER INDUSTRIES: Get Ready for a Big Plan & Disclosure Statement
HARNISCHFEGER INDUSTRIES: P&H Hires Special Counsel In Senstar Arbitration
HEILIG-MEYERS: U.S. Trustee Intends to Appoint an Equity Committee
ICO GLOBAL: Final Resolution On Legal Dispute Scheduled This December 2000
INTEGRATED HEALTH: Stipulation With GTE for Adequate Assurance Of Payment

JUMBOSPORTS, INC.: Order Confirms Second Amended Plan
KEY PLASTICS: Lenders Objects to Incentive Bonus to President & CFO
MALIBU ENTERTAINMENT: Forbearance of Debt Obligations Extended to Sept. 15
MARINER POST-ACUTE: Proposes Modification to Retention & Severance Programs
MAXICARE HEALTH: Announces Company's Amended Pending Rights Offering

MERRILL LYNCH: S&P Reviews Mortgage Certificates in Heilig-Meyer Light
MULTICARE AMC: Committee Taps Chanin Capital Partners as Financial Advisor
NORTHLAND CRANBERRIES: BofA, Piper Jaffray & Arthur Andersen Climb Aboard
NTS COMPUTER: Reports Six-Months Results; Pursues Its Restructure Plan
NUTRAMAX PRODUCTS: Judge Walrath Will Entertain Confirmation on October 3

OAKWOOD HOMES: Fitch Downgrades Senior Notes to CCC with Negative Outlook
PEN-TAB INDUSTRIES: Moody's Lowers $75MM of 10-7/8% Senior Sub Notes To Ca
PHILIP SERVICES: Ontario Securities Commission Issues Statement
PRIME SUCCESSION: Seeks Extension 365(d)(4) Lease Period to October 9, 2000
RELIANT BUILDING: Selling Window Fabrication Facility to Mikron for $8MM

SAFETY-KLEEN: Noteholder Class Action Filed Against Officers, Laidlaw & PwC
SPECTRASITE HOLDINGS: Moody's Places Senior Notes On Review For Downgrade
STODDARD-HAMILTON: Airplane Kit Maker Gets $750,000 Bid from Weitzel Family
VENCOR, INC.: Motion To Transfer Hillhaven Facilities Operations

* BOOK REVIEW: THE WRECK OF THE PENN CENTRAL

                               *********

1/2 OFF CARD: Great American Group To Liquidate Card Shop's 37 Stores
---------------------------------------------------------------------
The Great American Group was approved by the U.S. Bankruptcy Court in
Detroit, Michigan as the liquidator to dispose of the inventory in 37 1/2
Off Card Stores, Inc. stores in Michigan and Ohio.  Going out of business
sales will commence at once in the 37 stores.

"We are pleased to have been selected by 1/2 Off Card Shops, Inc.", stated
Brian Yellen, Vice President of Great American Group. "We are the leading
retail liquidators in America. We look forward to a tremendous sale and to
providing excellent value to consumers."

Great American Group is a leading retail consulting, business evaluation
and asset disposition firm. Great American Group offers quick, flexible and
creative solutions to retailers of all sizes throughout North America with
problematic inventory and retail locations. Great American Group will
handle all aspects of the sale, including supervising, staffing, and
marketing as well as paying an up-front cash guarantee for $40 million of
1/2 Off Card Stores retail inventory.


AMEDISYS, INC.: Disposes of Therapy Services, Netting $1.75 Million
-------------------------------------------------------------------
On August 9, 2000, Amedisys, Inc., through its wholly-owned subsidiaries,
Amedisys Alternate-Site Infusion Therapy Services, Inc. and PRN, Inc.,
sold, by a Bill of Sale and Asset Purchase Agreement, certain assets,
subject to the assumption of certain liabilities, of AASI and PRN, to Park
Infusion Services, LP. The transaction had an effective date of August 1,
2000.  Subject to certain post-closing adjustments in the sale of the
assets through AASI and PRN, the company received $1,750,000, calculated
using a multiple of earnings before interest, taxes, depreciation, and
amortization (EBITDA), paid immediately to the company at closing.  Subject
to certain exceptions, the assets sold consisted primarily of all
furniture, fixtures and equipment; inventory and supplies on hand or in
transit; service and provider contracts; business contracts; intellectual
and intangible assets; transferable licenses, permits and approvals;
capital and operating leases; telephone and facsimile numbers; customer and
supplier lists; books and records; goodwill; deposits; prepaid expenses;
claims and rights associated with all purchased assets; and other
privileges, rights, interests, properties and assets.  The buyer assumed
all liabilities arising from and after the closing date.


BELDEN & BLAKE: Abelco & Foothill Back New $125 Million Financing Pact
----------------------------------------------------------------------
On August 23, 2000, Belden & Blake Corporation obtained a $125 million
credit facility comprised of a $100 million revolving credit facility and a
$25 million term loan from Ableco Finance LLC and Foothill Capital
Corporation. The new lenders assumed and amended the former credit
facility. The facility has a two year term and allows for up to $40 million
to be used to purchase the company's outstanding 9 7/8% senior subordinated
notes due 2007.

The Revolver bears interest at two percentage points above the prime
rate, payable monthly. Up to $20 million in letters of credit may be issued
pursuant to the conditions of the Revolver. Up to $15 million of funds
borrowed under the Revolver may be used to purchase the company's
outstanding 9 7/8% senior subordinated notes due 2007.

Initial proceeds from the Revolver of approximately $66 million were used
to assume the outstanding loans and pay interest due under the company's
former credit facility of approximately $46 million; repay a term loan of
$14 million to Chase Manhattan Bank; pay fees and expenses associated with
the new credit facility of approximately $4 million; and to close out
certain natural gas hedging transactions with Chase Manhattan Bank.
Approximately $34 million of borrowing capability for general corporate
purposes remains available under the Revolver.

No amounts were drawn under the term loan as of August 23, 2000. The
term loan commitment will terminate in four months if not drawn during that
period. Proceeds from the term loan may only be used to purchase the
company's outstanding 9 7/8% senior subordinated notes due 2007. The
company will pay an additional 2% fee on funds borrowed under the term loan
(if any) and such funds will bear interest at three percentage points above
the prime rate, payable monthly. Funds repaid against borrowings from the
term loan may not be reborrowed.

The facility will be secured by a security interest in all of the company's
assets and be subject to periodic borrowing base determinations. The
borrowing base will be the lesser of $125 million or the sum of (i) 65% of
the value of the company's proved developed producing reserves subject to a
mortgage; (ii) 45% of the value of the company's proved developed non-
producing reserves subject to a mortgage; and (iii) 40% of the value of
the company's proved undeveloped reserves subject to a mortgage. The price
forecast used for calculation of the future net income from proved reserves
will be the three-year NYMEX strip for oil and natural gas as of the date
of the reserve report. Prices beyond three years will be held constant.
Prices are adjusted for basis differential, fixed price contracts and
financial hedges in place. The present value (using a 10% discount rate) of
the company's future net income at July 1, 2000, under this formula was
approximately $205 million for all proved reserves of the company and $168
million for properties secured by a mortgage.

The facility is subject to certain financial covenants. These include a
senior interest coverage ratio ranging from 6.0 to 1 at September 30, 2000,
to 3.2 to 1 at June 30, 2002; and a senior debt leverage ratio ranging from
2.7 to 1 at September 30, 2000 to 3.2 to 1 at June 30, 2002. These ratios
will be calculated quarterly based on the financial results of the previous
four quarters. In addition, the company is required to maintain a current
ratio (including available borrowing capacity and excluding debt and
accrued interest) of at least 1 to 1 and maintain liquidity of at least $5
million.


BOCA RESEARCH: Names Michael Stebel as New VP of Marketing for Inprimis
-----------------------------------------------------------------------
Boca Research Inc. (Nasdaq:BOCI) announced that it has named Michael D.
Stebel vice president of marketing for its wholly owned subsidiary,
Inprimis Technologies Inc.

Stebel previously served as vice president of marketing for Boca Global
and, later, as acting president of Boca Global, having joined the company
in December 1999. In his new position, he will report to Larry L. Light,
chief operating officer of Inprimis.

Larry Light commented, "We are pleased to have Mike join Inprimis, bringing
with him more than 24 years of experience in high-tech sales and marketing.
We look forward to his strategic leadership for Inprimis's marketing
efforts."

Boca Research Inc., through a wholly owned subsidiary, Inprimis
Technologies Inc., provides product design services and the technology to
help consumer electronics companies, cable operators, Internet service
providers and telecommunications companies bring devices to market quickly
and cost effectively.  Headquartered in Boca Raton, Fla., the company
develops product designs, customizes embedded system software and offers
systems engineering and manufacturing consultation services for
interactive-television, video-on-demand, Internet-access and other
convergent-technology appliances. With its television set-top box designs
currently used by Philips Electronics and LodgeNet Entertainment and its
strategic relationships with National Semiconductor, Liberate, Conexant
Systems and Infomatec, Boca Research is at the forefront of the fast-
growing convergent-technology arena.


CARMIKE CINEMAS: Senior Lenders Balk At New Theater Construction
----------------------------------------------------------------
Holding $338 million of claims against Carmike Cinemas, Inc., and certain
of its debtor-subsidiaries, including MetroPlex Realty Leasing, L.L.C., the
Senior Lenders object to the Debtors request that they be permitted to
assume construction contracts for theaters being built in Johnson,
Tennessee, and Conyers, Georgia.

The Senior Lenders' legal team, led by David G. Heiman, Esq., and Brad B.
Erens, Esq., of Jones, Day, Reavis & Pogue, urge Judge Robinson to defer
consideration of Carmike's motion until the Company shares with the Senior
Lenders their analysis of the expected profitability of these two theaters.
The Senior Lenders have asked for that kind of information from Carmike on
numerous occasions. Without the information, the Senior Lenders tell Judge
Robinson, the Court doesn't have sufficient facts to determine whether the
motion should be granted.

While the Debtors state that "each day the Theatres are not ready to open
represents a day of foregone revenue" in their papers filed with the
Bankruptcy Court in Delaware, the Senior Lenders suggest that if the
theatres will be operating at a loss, not opening these locations may be a
better choice, Michael R. Lastowski, Esq., of Duane, Morris & Heckscher
LLP, serving as local counsel to the Senior Lenders, adds.


CELLNET DATA: Order Confirms Joint Consolidated Liquidating Plan
----------------------------------------------------------------
By order entered on August 16, 2000, the Honorable Peter J. Walsh, District
of Delaware, entered an order confirming the joint consolidated liquidating
plan of CellNet Data Systems, Inc. et al.  

The debtors currently expect that the effective date of the plan will occur
on or about September 11, 2000.


CERPLEX GROUP: Committee Turns to BDO Seidman for Accounting Services
---------------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Cerplex Group, Inc.
and Cerplex, Inc. seeks authority to retain BDO Seidman, LLP as its
accountants and financial advisors.  The Committee is represented by their
counsel Traub, Bonacquist & Fox LLP.

The firm will perform numerous accounting and financial advisory functions,
including but not limited to:

    a) Analyzing the debtors' financial operations from the Petition date;

    b) Analyzing the debtors' financial information dating before the
        Petition Date;

    c) Preparing and submitting reports to the Committee to aid the
        evaluation of proposed plans for the debtors' reorganization or
        liquidation;

    d) Verifying the physical inventory of merchandise, supplies, equipment
        and other material assets and liabilities as required;

    e) Assisting the Committee in reviewing monthly statements of operations
        submitted by or on the debtors' behalf;

    f) Assisting the committee in evaluating cash flow and other projections
        prepared by or on the debtors' behalf;

    g) Scrutinizing postpetition cash disbursements on an ongoing basis;

    h) Analyzing transactions with insiders and related and affiliated
        entities;

    i) Analyzing transactions with the debtors' financing institution;

    j) Assisting the Committee's review of any plan of reorganization and
        related material submitted by the debtors; and

    h) Attending creditors' meetings and conferring with representatives of
        the creditor groups and their counsel.

According to the affidavit of Jerry D'Amato, a member of the firm of BDO
Seidman, LLP, customary hourly rates are as follows:

         Partners                   $300-$450
         Senior Managers            $215-$325
         Managers                   $150-$280
         Seniors                    $100-$170
         Staff                       $60-$150


CONSUMER PORTFOLIO: Extends Financing Maturity Date & Reduces Interest Rate
---------------------------------------------------------------------------
Stanwich Financial Services Corp., a Rhode Island corporation engaged in
the structured settlement and investment businesses, beneficially owns
1,980,292 shares of the common stock of Consumer Portfolio Services Inc.
This ownership constitutes 9.1% of the outstanding common stock of the
company, and sole voting and dispositive powers devolve upon Stanwich
Financial in the aggregate amount of stock ownership.

On November 17, 1998, Stanwich Financial exchanged three convertible
promissory notes issued by Consumer Portfolio Services in the aggregate
principal amount of $4,000,000 for a single replacement convertible
promissory note issued by Consumer Portfolio in the amount of $4,000,000.
This exchange, which constituted a restructuring of the debt, was effected
in connection with financing provided by another lender. By such
restructuring, the maturity of such debt was extended by more than five
years, the interest rate was reduced from 15% per annum to 12.5% per annum,
the indebtedness was subordinated and the conversion rate was changed
from a weighted average of $3.30 per share to $3.00 per share. This
exchange transaction increased by 121,688 the maximum number of shares
issuable upon conversion of the debt over the number formerly reported by
Stanwich Financial Services.

On June 12, 2000, as additional consideration for a $1,500,000 loan to
Consumer Portfolio made by Stanwich Financial on September 30, 1999,
Consumer Portfolio issued 103,500 shares of common stock to Stanwich
Financial at a valuation of $1.93 per share, as approved by Consumer
Portfolio's Board of Directors.

As a result of the transactions described in the two preceding paragraphs,
Stanwich Financial's ownership of common stock increased by 225,188 shares.
However, Stanwich Financial's beneficial ownership percentage has declined
from 10.4% to 9.1%, as a result of increases in the number of outstanding
shares of common stock.


DRKOOP.COM: Obtains Adequate Financing & Undertakes Corporate Restructuring
---------------------------------------------------------------------------
drkoop.com, Inc. (Nasdaq: KOOP), a leading world-wide Internet health
network, announced a corporate restructuring aimed at creating a more
efficient and effective organization.

The move follows the company's announcement earlier this week of the
successful completion of an expanded $27.5 million equity financing and
appointment of a new management team.

As part of a cost-cutting plan designed to streamline operations and
refocus the company, drkoop.com has further reduced its workforce of full-
time and part-time employees by approximately one-third.

"We said from the beginning that we were going to run this company like a
real business," said Ed Cespedes, newly appointed president.  "There are
real people behind these layoffs and these were not easy decisions.  
However, we are ready to put the past behind us and move forward with our
plans to rebuild this company and maximize shareholder value."

As previously disclosed, drkoop.com has been implementing aggressive cost-
cutting measures, which include the renegotiation of portal agreements, a
substantial reduction in the company's workforce, and a reduction in its
advertising expenses.  Cash expenses from operations were approximately
$12.8 million in the second quarter compared to $18.6 million in the prior
quarter.  The Company estimates that cash expenses from operations will be
further significantly reduced to approximately $6.5 million for the quarter
ending September 30, 2000.  The foregoing forecast is subject to material
uncertainties as discussed below and also may be impacted by business
decisions to be made by new management.

drkoop.com is a leading global healthcare Network providing measurable
value to individuals worldwide.  Its mission is to empower consumers with
the information and resources they need to become active participants in
the management of their own health.

The drkoop.com Network is built from relationships with other Web sites,
healthcare portals and traditional media outlets, and integrates dynamic,
medically reviewed content, interactive communities and consumer-focused
tools into a complete source of trusted healthcare information.  Its
strategic alliance with Shared Medical Systems (SMS) makes drkoop.com a
leader in promoting secure online interaction between patients, insurance
companies, physicians and healthcare organizations.  With more than 1.4
million registered users worldwide, drkoop.com has strategic relationships
with online organizations.  The Company's content is also featured on the
Web sites of more than 420 healthcare facilities and more than 20 leading
television stations nationwide.


ELDER-BEERMAN: Announces Plan to Buy-Back Shares at $4.50 to $6.00 Price
------------------------------------------------------------------------
The Elder-Beerman Stores Corp. (Nasdaq:EBSC) announced that it intends to
commence a tender offer for up to 3,333,333 shares of its common stock,
representing approximately 22% of its currently outstanding shares. Under
the terms of the offer, the Company will offer to purchase the shares at
prices not greater than $6.00 nor less than $4.50.

Frederick J. Mershad, chairman and chief executive officer, said, "By
providing investors with a near-term alternative to realize above-market
value for their Elder-Beerman shares, the self-tender is the perfect
complement to the long-term strategy that we unveiled earlier this month.
Elder-Beerman's three-part strategic plan is designed to reinforce its
position as the department store of choice in secondary markets in the
Midwest. We are confident that shifting the company's merchandise mix to
emphasize more opening price and moderate price value driven assortments,
as well as accelerating the rollout of our successful, newly developed
concept stores, will enhance long-term value for our shareholders."

Elder-Beerman will determine a single per share purchase price, net to the
seller in cash, without interest, that it will pay for validly tendered
shares, taking into account the number of shares tendered and the prices
specified by tendering shareholders. Elder-Beerman will select the lowest
purchase price that will allow it to purchase 3,333,333 shares or, if a
lesser number of shares are validly tendered, all shares that are validly
tendered and not withdrawn.

Elder-Beerman will pay the purchase price for all shares validly tendered
at prices at or below the purchase price and not withdrawn, subject to
proration. Elder-Beerman reserves the right, in its sole discretion, to
purchase more than 3,333,333 shares pursuant to the offer. The tender offer
will not be conditioned on any minimum number of shares being tendered.

The tender offer is expected to begin on September 7, 2000, or as soon as
possible after commencement, and will expire twenty business days
thereafter, unless extended by the Company.

Wasserstein Perella & Co. will act as Dealer-Manager, and Morrow & Co. will
be the Information Agent.

Elder-Beerman's Board of Directors has approved this tender offer. However,
neither the Board of Directors of Elder-Beerman, the Dealer Manager or the
Information Agent is making any recommendation to shareholders as to
whether they should tender any shares pursuant to the offer. Each
shareholder must make his or its own decision whether to tender shares and,
if so, how many shares. SHAREHOLDERS SHOULD READ CAREFULLY THE OFFER TO
PURCHASE AND RELATED MATERIALS THAT THE COMPANY WILL BE SENDING OUT SHORTLY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING VARIOUS TERMS AND
CONDITIONS OF THE OFFER. AFTER THEY ARE FILED, SHAREHOLDERS CAN OBTAIN THE
OFFER TO PURCHASE AND RELATED MATERIALS FREE AT THE SEC'S WEB SITE AT
WWW.SEC.GOV OR FROM MORROW & CO. AT 1-800-566-9061. SHAREHOLDERS ARE URGED
TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT
TO THE OFFER.

The nation's ninth largest independent department store chain, The Elder-
Beerman Stores Corp. is headquartered in Dayton, Ohio and operates 60
department stores in Ohio, West Virginia, Indiana, Michigan, Illinois,
Kentucky, Wisconsin and Pennsylvania.  Elder-Beerman also operates two
furniture superstores. The company has announced it will open three new
concept stores in 2000.


GARDEN BOTANIKA: Partners with Be Free in New Affiliate Marketing Program
-------------------------------------------------------------------------
Garden Botanika, Inc. (OTCBB:GBOTQ.OB) announced that it has partnered with
Be Free, Inc. (Nasdaq:BFRE), the leader in performance marketing, to launch
a performance-based Internet affiliate marketing program enabled by Be
Free's full-service performance marketing solution.

Garden Botanika's affiliate partners will be compensated with a generous
commission fee for sales based on affiliate promotions placed in context on
their web sites. Web sites attracting women of any age would make suitable
partners for Garden Botanika, including beauty, fashion and health-related
sites. For more information about becoming a Garden Botanika affiliate,
please visit www.gardenbotanika.com.

"The online beauty market is booming," said Bill Lawrence, President of
Garden Botanika. "As more and more consumers turn to the Internet for
beauty, fashion and health information, Garden Botanika intends to be
there. Through affiliate sales channels, the Company will extend its brand
reach across the web and reach its customers right on the content and
community web sites they already visit regularly."

Garden Botanika also reported comparable store sales for August (the four-
week fiscal period ended August 26, 2000). Comparable store sales decreased
12% from sales in August of 1999 for the 108 stores open at least one
complete fiscal year. Total sales declined to $2.9 million from $4.0
million in the prior year, primarily due to a decrease in the number of
stores from 149 to 109. For the month, combined mail order and Internet
sales were $128,000 and commercial sales were $35,000. The Company also
recognized $184,000 in revenue from sales of annual memberships in the
Company's discount shopping "Garden Club" program, which membership sales
are amortized over the course of a year.

For the thirty weeks ended August 26, 2000, sales decreased to $23.9
million from $35.4 million in the comparable prior period. Included in
total sales are mail order and Internet sales of $1.3 million, commercial
sales of $1.2 million and the recognition of $1.4 million in revenue from
sales of annual memberships in the "Garden Club" program.

Garden Botanika markets botanically based cosmetic and personal care
products through its 109 stores across the U.S., through its own catalog
and on the Internet. The Company's headquarters are located at 8624-154th
Avenue NE, Redmond, Washington 98052, and its web site address is
www.gardenbotanika.com.


GENESIS/MULTICARE: Look for MultiCare Schedules & Statements on Sept. 22
------------------------------------------------------------------------
Judge Walsh granted The MultiCare Companies, Inc., and its debtor-
affiliates (all part of Genesis Health Ventures, Inc.) a further extension
of their time to file Schedules of Assets and Liabilities and Statements of
Financial Affairs through September 22, 2000.

With respect to the Debtors' request for filing the Schedules on a
modified consolidated basis, the UST interposed a limited objection and
advised that he will be seeking information to determine the
appropriateness of the relief sought.

Judge Walsh takes the position that if the Debtors, the United States
Trustee and the Committee reach an agreement on the form of the Schedules,
no further order of the Court for such modification is necessary.
Otherwise, the Court will entertain the parties' requests at a future
hearing. (Genesis/Multicare Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GRAEME LIMITED: Hearing to Consider Approval of Disclosure Statement
--------------------------------------------------------------------
The Official Committee of Unsecured Creditors for the Chapter 11 estates of
Graeme Limited, Semi-Tech Corporation, and ISTM Investments, (Barbados)
Inc., filed a plan of liquidation and related disclosure statement.  A
hearing will be held on September 19, 2000 at 10 AM before the Honorable
Burton R. Lifland, Sr. US Bankruptcy Judge, US Bankruptcy Court, for the
Southern District of New York to consider the adequacy of the information
contained in the Disclosure Statement.  Counsel to the Committee is Luc. A.
Despins, Esq., and Michael Edelman, Esq., of Milbank, Tweed, Hadley &
McCloy LLP.


GREATE BAY: Confirmed 5th Amended Plan Deleverages Resort's Balance Sheet
-------------------------------------------------------------------------
On August 14, 2000, the United States Bankruptcy Court for the District of
New Jersey entered an order confirming the Modified Fifth Amended Joint
Plan of Reorganization Under Chapter 11 of the Bankruptcy Code Proposed by
the Official Committee of Unsecured Creditors and High River for Greate
Bay Hotel & Casino Inc. The Plan will take effect and will be consummated
on the Effective Date, which is expected to occur as soon as practicable.
The following summary of the Plan is qualified by reference to the Plan,
the Second Amended Master Disclosure Statement, and the Fifth Amended
Supplement to the Master Disclosure Statement dated April 7, 2000. Copies
of the Plan and the Confirmation Order may be viewed by accessing
http://www.sec.gov/cgi-bin/srch-edgar?0000928475-00-000111

On the Effective Date, the company's existing securities, including its 10
7/8% First Mortgage Notes due January 15, 2004 and all of the company's
issued and outstanding shares of common stock will be canceled,
extinguished, and of no further force and effect. Also on the Effective
Date (or soon thereafter as is practicable) upon compliance with the Plan,
holders of the old notes on the Confirmation Date will be entitled to
receive a distribution of a pro rata share of: (i) the new notes, and (ii)
5,375,000 shares of new common stock.

Other creditors of the company will receive the following Distributions
pursuant to the Plan:

    (i)    Except as set forth below as to fees and expenses of the old
            notes Trustee, Allowed Administrative Operating Expense Claims
            will be paid in cash, on the Effective Date, or, if such claim
            becomes allowed after the Effective Date, within five (5)days
            after such claim becomes allowed.

    (ii)   At the option of the Proponents, each holder of an Allowed
            Priority Tax Claim shall be paid the full amount of such Allowed
            Priority Tax Claim, (a) in cash, on the later of (i) the
            Effective Date (or as soon thereafter as is practicable, but no
            later than ten (10) days after the Effective Date), or (ii) the
            first business day after such claim becomes an allowed claim (or
            as soon thereafter as is practicable); or (b) in equal quarterly
            installments of principal and interest at the applicable legal
            rate over a period not to exceed six (6) years from the date of
            assessment of such Priority Tax Claim.

    (iii)  After application to the Bankruptcy Court within sixty (60) days
            after the Effective Date and approval of such application by
            Final Order, the Reorganized Debtors will pay all allowed fees
            and expenses of the old notes Trustee incurred in or in
            connection with the cases.

    (iv)   Each holder of a Priority Claim shall be paid the allowed amount
            of such claim, including all applicable interest and other
            charges to which the holder of such Allowed Priority Claim may
            be entitled under applicable law or contract, to the extent
            permitted under the applicable provision of Section 507(a) of
            the Bankruptcy Code, in cash, on the later of: (a) the Effective
            Date (or as soon thereafter as is practicable) and (b) the first
            business day after such claim becomes an allowed claim (or as
            soon thereafter as is practicable).

    (v)    On the Effective Date, the agreements giving rise to Other
            Secured Claims shall be reinstated and all defaults thereunder
            shall be cured pursuant to Section 1124 of the Bankruptcy Code.

    (vi)   Each holder of a General Unsecured Claim shall be entitled to
            receive, in cash, its pro rata share of the Unsecured Creditors
            Fund. The Unsecured Creditors Fund shall consist of cash
            deposited by the Reorganized Debtors on the Effective Date equal
            to $5,360,000.

    (vii)  Holders of Intercompany Note Claims shall be allocated new
            common stock in an amount equal to approximately 995,079 shares.
            However, pursuant to Section 510 of the Bankruptcy Code, all new
            common stock so allocated shall be distributed to holders of old
            notes, on account of and pursuant to the subordination
            provisions of the Intercompany Notes. Those shares are included
            in the Stock Distribution referred to above. Holders of claims
            in this class shall retain no distribution in respect of their
            claims.

    (viii) Holders of Other Subordinated Claims shall receive no
            distribution in respect of their claims.

As of the Effective Date all the old common stock will be canceled and
an aggregate of 10 million shares of new common stock will be issued and
outstanding.


GRUMA CORPORATION: Moody's Places Senior Ratings Under Review For Downgrade
---------------------------------------------------------------------------
Moody's Investors Service placed the senior unsecured ratings of Gruma S.A.
de C.V. (Ba1) and Gruma Corporation (Baa2) under review for possible
downgrade due to Gruma S.A.'s poor operating performance and weak debt
protection measures.  Gruma Corporation's ratings were placed under review
due to the increased possibility that Gruma S.A. could seek to extract cash
out of the U.S. subsidiary in order to help service parent company debt.
Moody's review will focus on the outlook for Gruma's operating performance
over the near to intermediate term, as well as the company's financing
plans as it builds inventories during the Fall Mexican corn harvest.

Ratings placed under review are:

    * Gruma S.A.

        a) Senior unsecured at Ba1

        b) Issuer rating at Ba1

    * Gruma Corporation

        a) Senior unsecured bank credit facility at Baa2

Gruma S.A. de C.V. is the world's largest manufacturer of tortillas as well
as corn flour for tortillas with leading positions in the U.S., Mexico, and
Central America. Gruma Corporation, headquartered in Los Angeles,
California, is a 100% owned subsidiary of Gruma S.A. de CV and the leading
producer of tortillas consumed in the United States.


HARNISCHFEGER INDUSTRIES: Get Ready for a Big Plan & Disclosure Statement
-------------------------------------------------------------------------
"[T]he Debtors and their professionals are in the final stages of preparing
the plan and disclosure statement for filing," Harnischfeger Industries,
Inc.'s legal team led by James H.M. Sprayregen, Esq., at Kirkland & Ellis,
tells Judge Walsh.  "The Debtors and their professionals are preparing a
disclosure statement that is approximately 180 pages, including a 60-page
chart describing the plan which includes 58 individual subplans."  Some 40
Exhibits and Schedules are included in the draft document too.  Although
the Debtors are anxious to deliver their mountain of paper to the Court,
the Debtors are disappointed to report that the content does not have the
Committees' support at this juncture.  

Six significant issues, Mr. Sprayregen relates, are still the subject of
negotiation among the Debtors, the Harnischfeger Creditors' Committee and
the Beloit Creditors' Committee:

      (1) the allowance, priority and disposition of significant
          intercompany claims;

      (2) treatment of contingent letters of credit, sureties and
          guarantees;
    
      (3) potential issues related to ongoing pension obligations;
  
      (4) resolution of certain "intra"company claims [sic.];

      (5) resolution of potential intercompany preferences; and

      (6) treatment of certain contracts that may affect all Debtors.  

Between HII creditors, on the one hand, and Joy and P&H creditors, on the
other hand, the value of the Debtors' equity is still a significant matter
of dispute.  

The filing of a non-consensual plan, the Debtors are convinced, will lead
to chaos.  Continued constructive negotiations to resolve the myriad of
important issues is, the Debtors believe, the best route.  Extending the
Debtors' exclusive period will foster rather than hinder those constructive
negotiations, Mr. Sprayregen suggests.  

The Debtors make it clear that the Beloit subplans will be liquidating
plans while the other subplans will outline a reorganization.  The
liquidation analysis has been very difficult, because certain types of
claims make a liquidation require substantial analysis, including personal
injury claims, claims under divestiture agreements, retiree claims under 11
U.S.C. Sec. 1114.  The valuation analysis is also time consuming,
complexified because Blackstone Group is continually refining its valuation
of the Debtors.  

Accordingly, pursuant to 11 U.S.C. Sec. 1121, the Debtors ask the that
their exclusive period during which to file a plan of reorganization be
extended through October 26, 2000, and that they be granted an extension of
the time within which they have the exclusive right to solicit acceptances
of that plan through December 28, 2000.


HARNISCHFEGER INDUSTRIES: P&H Hires Special Counsel In Senstar Arbitration
--------------------------------------------------------------------------
Harnischfeger Industries, Inc., asks the Bankruptcy Court in Wilmington,
Delaware, to authorize their employment and retention of Reinhart, Boerner,
Van Deuren, Norris & Rieselbach, S.C., as Special Counsel to represent P&H
in the arbitration under the Mediation and Arbitration Procedures of a
claim by lessor Senstar Finance Company (an affiliate of Senstar Capital
Corporation) in connection with P&H's rejection of an equipment lease.

P&H requested that RBVDNR represent it in the Arbitration on an expedited
basis. The notice to JAMS regarding the Arbitration was prepared and
mailed to JAMS on July 21, 2000 so that the Arbitration process could
proceed on an expedited basis. Accordingly, P&H seeks the Court's
authority to employ and retain RBVDNR nunc pro tunc to July 13, 2000.

P&H believes that the requested engagement of RBVDNR on an expedited basis
is essential to P&H's reorganization, and the attorneys at RBVDNR are well
qualified to act on behalf of P&H.

P&H agrees to pay RBVDNR, in accordance with section 330(a) of the
Bankruptcy Code, on an hourly basis, plus reimbursement of actual,
necessary expenses. The primary lawyers who will be responsible for this
engagement and the current hourly rates charged by RBVDNR for the services
are:

         David A. Erne               $ 335
         John C. Parks               $ 275
         Joshua Blakely              $ 100
         Megan P. Rundlet            $ 185

Furthermore, in accordance with RBVDNR's policy, RBVDNR will charge the
Debtors for expenses such as telephone and telecopier toll, photocopying
charges, travel expenses, expenses for working meals etc. incurred in
connection with services to the Debtors and at RBVDNR's customary rates.
According to RBVDNR, it is fairer to charge these expenses to the clients
incurring them than to increase the hourly rates and spread the expenses
among all clients.

RBVDNR was originally retained as an ordinary course professional in the
Debtor's chapter 11 case. However, RBVDNR has not received compensation
for services performed, P&H tells the Court. Nor has RBVDNR filed a
disinterestedness affidavit. P&H explains that the current application has
been filed becasue the matter involves the administration of the chapter
11 case. (Harnischfeger Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


HEILIG-MEYERS: U.S. Trustee Intends to Appoint an Equity Committee
------------------------------------------------------------------
B&C Investments, LLC, is the holder of the largest equity stake in
furniture giant Heilig-Meyers Company.  Represented by Benjamin C. Ackerly,
Esq., Tyler P. Brown, Esq., and Peter S. Partee, Esq., of Hunton &
Williams, in Richmond, Virginia, is lobbying the United States Trustee for
formation of an official committee of equity holders. "To date, the United
States Trustee's Office has not appointed an official committee of equity
security holders, but has indicated its intention to do so," Mr. Partee
says.  This tidbit emerges in a series of protective objections filed by
B&C early this week to motions filed by the Debtors on the first day of
their bankruptcy proceedings.  Among its stream of generalized objections,
B&C takes specific issue with payments to Lazard Freres & Co., of $150,000
per month and an additonal $8 million upon a "restructuring" of the
Debtors, irrespective of the actual benefit bestowed on the Debtors by
Lazard.


ICO GLOBAL: Final Resolution On Legal Dispute Scheduled This December 2000
--------------------------------------------------------------------------
According to The Wall Street Journal, Wasserstein Perella & Co. and ICO
Global Communications, Ltd., are engaged in a legal dispute over the firm's
fees.  Wasserstein is seeking nearly $45 million for its assistance in
connection with ICO Global's successful emergence from chapter 11
bankruptcy.  On the other hand, ICO Global's knight-in-shining armor, Craig
McCaw, and Company creditors assert that the financial adviser should
receive just $8.5 million.  The crux of the battle involves the definition
of ICO's salvation: was it a "financing" or a "sale"?  According to U.S.
Bankruptcy Court filings, McCaw and Company creditors call the firm's lofty
fee request "patently unreasonable"; while Wasserstein maintains that its
work for ICO was "uniquely creative and extraordinarily successful." The
U.S. Bankruptcy Court scheduled a December 2000 hearing to provide final
resolution on the matter.  (New Generation Research, Inc., 30-Aug-00)


INTEGRATED HEALTH: Stipulation With GTE for Adequate Assurance Of Payment
-------------------------------------------------------------------------
GTE Network Services is a group of utility companies which provides
telecommunications utility services to the Debtors at multiple locations.

To provide GTE with additional assurances of payment for utility services,
Integrated Health Services, Inc., and GTE agree that IHS will pay GTE a
post-petition security deposit in the amount of $129,555 no later than
seven days after the entry of the Stipulation and Order. This deposit will
be interest bearing and refundable and will be allocated among the 337
accounts.

The parties sought and obtained the Court's authority to the agreement by
way of a Stipulation and Order signed by Judge Walrath.  (Integrated Health
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


JUMBOSPORTS, INC.: Order Confirms Second Amended Plan
-----------------------------------------------------
By order entered on August 23, 2000, the US Bankruptcy Court, Middle
District of Florida, Tampa Division entered an order confirming the second
amended plan of JumboSports Inc. under Chapter 11 of the US Bankruptcy
Code.


KEY PLASTICS: Lenders Objects to Incentive Bonus to President & CFO
-------------------------------------------------------------------
Bank One, Michigan, as agent for certain secured lenders to the debtors
objects to the motion for order authorizing amendment and assumption of
employee retention bonus and severance contract with David C. Benoit,
President and CEO OF Key Plastics, LLC et al.

Key Plastics filed a motion seeking approval for amendment and assumption
of an employee retention bonus and severance agreement with David C.
Benoit.  The debtors proposed reducing Benoit's guaranteed stay bonus to
$250,000 and reducing his severance pay to $561,000. The lenders have no
objection to the reductions. The debtors propose a performance incentive
bonus based on the value distributed to unsecured creditors in a sale,
recapitalization, or plan of reorganization. The agent objects to the
motion to the extent that the debtors propose the performance incentive
bonus without regard to any other parties-in-interest or creditors of
debtors' estate. The lenders state that the incentive bonus creates an
incentive for Benoit to discriminate among the debtors' creditors in
violation of his fiduciary duty to maximize return to all creditors, not
just unsecured creditors.

The lenders state that the Severance Agreement is to within the sound
exercise of the debtors' business judgment.

Attorneys for Bank One, as agent for the lenders are Steven G. Howell and
Tricia A. Sherick of Honigman Millier Schwartz and Cohn LLP, Detroit,
Michigan.


MALIBU ENTERTAINMENT: Forbearance of Debt Obligations Extended to Sept. 15
--------------------------------------------------------------------------
Malibu Entertainment Worldwide, Inc. (OTC Bulletin Board: MBEW) announced
that its primary lender agreed to an additional 15-day forbearance of debt
obligations that became due on June 30, 2000.

The holder of $21.6 million of secured debt has agreed to refrain from
exercising any of its remedies under the loan until September 15, 2000. The
Company and its primary lender are discussing the possibility of amending
and restating the Company's credit agreement to modify the Company's
obligations. There can be no assurance that the Company and this lender
will be able to reach an agreement or, if so, as to the timing, terms or
effect thereof.
As a condition to this additional forbearance, the Company and its primary
Lender agreed that the net cash proceeds of two sales expected to occur
during the forbearance period will, if such sales are consummated, be
applied as a partial repayment under the credit agreement. In addition, on
or prior to September 15, 2000, the Lender must approve the Company's real
estate marketing plan and the Company's monthly cash flow projections for
the one-year period beginning September 1, 2000. There can be no assurance
that the sales will be consummated or that Lender will approve the real
estate marketing plan and the cash flow projections or, if so, as to the
timing, terms or effect thereof.

As previously announced, to comply with its obligations under the loan
agreement with its primary lender and as part of the Company's strategic
plan, the Company is attempting to divest certain assets in an effort to
generate cash to fund its working capital, debt service and capital
expenditure requirements and to repay indebtedness. There can be no
assurance that the Company will be able to complete such divestitures, or,
if so, as to the timing, terms or effects thereof.

As previously announced, if the Company is unsuccessful in selling these
assets, in obtaining other financing or in modifying the terms of its
existing indebtedness or if the proceeds of such sales are significantly
less than their recorded value, the Company will be required to take
extraordinary steps to preserve cash and satisfy its obligations, including
seeking to curtail normal operations at various facilities, liquidating
assets or significantly altering its operations. If the Company is unable
to take such actions or they are not sufficient to permit the Company to
continue to operate, the Company may seek or be forced to seek to
restructure or reorganize its liabilities, including through proceedings
under the federal bankruptcy laws.

Headquartered in Dallas, Texas, Malibu Entertainment Worldwide, Inc. is a
leader in the location-based entertainment industry, now operating 20 parks
in 7 states under the SpeedZone, Malibu Grand Prix and Mountasia brands,
primarily clustered in Texas, California, Georgia and Florida.


MARINER POST-ACUTE: Proposes Modification to Retention & Severance Programs
---------------------------------------------------------------------------
Mariner Post-Acute Network, Inc., and its debtor-affiliates, sought and
obtained the Court's authority to continue and implement their pre-
bankruptcy Human Resource Policies dealing with (1) a Severance Policy for
all employees and (2) a Retention Policy for certain key employees. The
Debtors explain that they have historically provided severance and
incentive benefit plans for their employees in the ordinary course of their
businesses. As a result of the filing of their chapter 11 cases, it became
necessary for the Debtors to revise their prepetition severance program and
adopt a new Employee Retention Policy in order to address and accommodate
the Debtors' postpetition needs.

By this motion, the Debtors have made certain changes to an earlier motion,
in response to comments made by the DOJ. The DOJ has queried whether the
plan is less costly than any prepetition plan, what the cost is, whether
the plan is feasible. The DOJ is concerned whether the plan constitute new
benefits in addition to prepetition plan. The DOJ also suggests that the
Debtors tell the levels of employees expected to participate in the plan
and give creditors more information to estimate the size of the severance
payments.

The H/R Policy is made up of three parts:

(I) The Employee Severance Policy

This is designed to compensate the Eligible Employees who are terminated
due to reasons other than those constituting a discharge for cause.

The Debtors anticipate approximately 500 Eligible Employees and an
aggregate cost less than that under the pre-petition plan.

Benefits will not be payable to Eligible Employees in the event of an
Employee's:

    (i)   voluntary resignation;

    (ii)  discharge for cause;

    (iii) receipt of an offer of employment from an MPAN or Mariner Health
           Debtor;

    (iv)  failure to continue to work through the date that employment is
           scheduled to be terminated;

    (v)   failure to continue to perform all required duties until the date
           that employment is scheduled to be terminated; or

    (vi)  acceptance of employment with the Mariner Group at another
           facility or in another capacity.

Payment of benefits may be conditioned on the Eligible Employee's execution
of a general release and separation agreement and any other document or
agreement which the Debtors in their discretion may require as a condition
of payment under the policy.

Employees with salary grades 7 and below will receive severance payments
which are substantially the same as that under the repetition severance
program.

The severance payments for employees with salary grade 8 and above
contained in the pre-petition employment contracts or provided under the
pre-petition practice described above will be replaced by a different set
of payments under the Employee Severance Policy, which in all cases will be
no greater and in some cases will be less, absent the exercise of
discretion by the Chief Executive Officer and the cost in the aggregate is
expected to be less than that under the prepetition arrangements.

Given the concern raised by the DOJ, the Debtors represent that the
severance benefits available under the Employee Severance Policy to
executive level employees who were parties to prepetition employment
contracts are less favorable to them than the severance provisions of the
applicable contracts:

    (1) the Employee Severance Policy includes no provision for severance
         benefits in the event of a change in control;

    (2) there is no provision for an employee who is terminated before the
         end of a fiscal year and before the applicable incentive
         compensation for that fiscal year is earned to receive any
         incentive-linked compensation if the employee is terminated before
         the end of the fiscal year;

    (3) the Employee Severance Policy does not include subsidized COBRA
         medical and dental benefits throughout the severance period;

    (4) the Employee Severance Policy does not provide an employee whose
         employment is severed with outplacement services;

    (5) the Employee Severance Policy provides for a reduction in Severance
         Payments for mitigation.

The aggregate cost of the Severance Payments will be approximately $5.25
million and the Debtors will not make Severance Payments in excess of that
amount without further order of the Court.

The amount of Severance Payments available to Eligible Employees (other
than executive level employees) is generally based on two criteria: (1)
length of service including pre-Petition services and (2) level of current
compensation. This analysis is then used to design a severance package
attractive enough to convince an employee who would otherwise leave to
remain with the company for as long as the company requires his or her
services. The Debtors contemplate that the Severance Payments will reflect
the general market for severance paid to employees in similar positions in
the healthcare industry.

Each Eligible Employee who is not an executive level employee, but who is
entitled to receive Severance Payments, may receive severance pay of:

    * One week of Base Salary for each year of service, plus

    * Two weeks of Base Salary for each full $10,000 increment of annual
       Base Salary in excess of $40,000 per year,

      subject to (i)  A minimum benefit of four weeks of Base Salary, and

                 (ii) A maximum of twenty-six weeks of Base Salary.

In the case of a sale, shutdown or closure of a facility, location or
business, MPAN's CEO retains sole discretion to limit the class of Eligible
Employees who may receive Severance Payments or to limit, reduce or
terminate Severance Payments to employees affected by such sale, except
with respect to Severance Payments for Eligible Employees who are also
executive level employees.

At executive level, Eligible Employees will receive Severance Payments of:

            Salary Grade         Months of Base Compensation
            ------------         ---------------------------
                 16                           24
                13-15                         18
                 9-12                         12
                  8                            6

Severance Payments will be reduced by the amount of any discharge,
liquidation, dismissal, layoff, unemployment or severance pay award or
similar payment to which an Eligible Employee may be entitled upon
termination of employment. In addition, an Eligible Employee who is
receiving Severance Payments shall be obligated to mitigate the Debtors'
obligation to pay Severance Payments by actively seeking employment with an
employer other than the Mariner Group provided, that an executive level
employee shall not be obligated to seek other employment in a position
which is not substantially similar in nature and responsibility to the
position he or she maintained with the Debtor. In the event an Eligible
Employee who is receiving Severance Payments obtains other employment, the
amount of Severance Payments paid to the Eligible Employee shall be reduced
by the amount of compensation paid to the Eligible Employee for such other
employment.

In certain exceptional circumstances, the CEO of MPAN may, at his sole
discretion, and on a case-by-case basis, provide additional Severance
Payments to Eligible Employees in an amount not to exceed an additional
fifty-two weeks of compensation.

(II) The Transition Support Payment Component

The Transition Benefits are intended to provide an additional incentive to
employees to remain during a Transition Period because the Severance
Payments alone are often inadequate to induce an employee to remain with
the company for a period of time after the employee is terminated,
especially when such period of time amounts to several months.

The CEO, in his sole discretion, will designate in writing the Eligible
Employees who will be eligible for Transition Benefits.

The Transition Benefits are based exclusively on the amount of time an
Eligible Employee is requested to stay with the company after the employee
has been notified that the employee's position is being eliminated.

An Eligible Employee who is entitled to receive Transition Benefits will
receive, in addition to the Severance Benefits, an amount equal to 5% of
the employee's Base Salary for each full month the employee remains
employed by the Debtors during the Transition Period.
Transition Benefits will not exceed fifty percent of the Eligible
Employee's annual Base Salary.

(III) The Retention Policy

The Debtors' Retention Policy is designed to provide key employees, who
could easily market their services elsewhere, incentives to remain with the
Debtors during their reorganizations and encourage the covered employees to
assist in achieving reorganization in an expeditious manner.
The Retention Policy will cover approximately 30 key executive level
employees and targets the payout of Retention Bonuses to the effective date
of a chapter 11 plan of reorganization:

           Effective             Date Maximum Aggregate Amount
           ---------             -----------------------------
    On or before March 31, 2001          $ 5,000,000
    On or before April 30, 2001          $ 4,900,000
    On or before May 31, 2001            $ 4,700,000
    On or before June 1, 2001            $ 4,500,000

In order to be eligible for the Retention Bonus, an employee must continue
employment through consummation of a plan of reorganization, must render
satisfactory job performance, and must meet certain milestones or goals of
a restructuring plan. (Mariner Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


MAXICARE HEALTH: Announces Company's Amended Pending Rights Offering
--------------------------------------------------------------------
Maxicare Health Plans, Inc., (NASDAQ-NMS:MAXI) announced  that its
letter of intent with MDB Capital Group LLC to act as standby underwriter
with respect to the Company's pending rights offering has been terminated.
In connection with the foregoing, the Company has amended the rights
offering so that, subject to the NOL limitation described below, those
shareholders who fully subscribe to the rights available to them in the
rights offering shall have over-subscription rights to purchase additional
shares from those shares which have not been purchased by other
shareholders in the rights offering (the "Unsubscribed Shares") up to a
maximum of 50% of the shares which are available to the over-subscribing
shareholder in the rights offering (the "Over-Subscription Rights"). In the
event the number of Unsubscribed Shares are insufficient to meet the
exercise of all of the Over-Subscription Rights, over-subscription shares
will be allocated on a pro-rata basis, based upon the ratio that the number
of shares owned by each over-subscribing shareholder on the record date for
the rights offering, September 14, 2000 (the "Record Date") bears to the
total number of shares owned by all over-subscribing shareholders on the
Record Date. In order to preserve the Company's outstanding net operating
loss arryforwards ("NOL"), no shareholder may acquire 5% or more of the
outstanding shares of the Company's Common Stock through its exercise of
Over-Subscription Rights without the prior approval of the Company's Board
of Directors.

As previously announced, the Company has granted to its shareholders of
record as of the Record Date non-transferable rights to purchase, for a
fifteen day period, at $1.00 per share 1-1/2 shares of the Company's common
stock for each share of common stock owned by such shareholders on the
Record Date. With the exercise of Over-Subscription Rights, each
shareholder may purchase up to 2-1/4 shares of the Company's common stock
for each share of common stock owned by such shareholder on the Record
Date. If fully subscribed, the Company anticipates raising approximately
$28 million in the rights offering.

The effectiveness of the rights offering is subject to shareholder approval
of an amendment to the Company's certificate of incorporation increasing
the number of authorized shares of common stock from 40 million to 80
million at the Company's upcoming annual meeting of shareholders which is
scheduled for September 14, 2000 and the effectiveness of the Company's
Form S-2 Registration Statement which it has filed with the Securities and
Exchange Commission. The Company reserves the right to further amend the
terms of or to withdraw the rights offering at any time.

Maxicare Health Plans, Inc. is a managed health care company with ongoing
operations principally in California and Indiana. Its health care plans
currently have approximately 430,000 members. The Company also offers
various employee benefit packages through its subsidiaries Maxicare Life
and Health Insurance Company and HealthAmerica Corporation.


MERRILL LYNCH: S&P Reviews Mortgage Certificates in Heilig-Meyer Light
----------------------------------------------------------------------
Standard & Poor's today affirmed its ratings on Merrill Lynch Mortgage
Investors Inc. mortgage-pass through certificates series 1998-C1-CTL.
The rating affirmations follow the downgrade of Heilig-Meyers Co.,
corporate credit rating to `D' from double-`B'-minus. This rating
affirmation affects $543.59 million of rated commercial mortgage
pass-through certificates secured by credit tenant leases from 111
mortgage loans.

Heilig-Meyers leases secure 20 mortgages totaling $27.8 million, or
approximately 4.5% of the pool. The affected mortgage loans range in size
from $0.8 million to $2.4 million, with an average loan size of $1.39
million. The mortgage loans are secured by the real estate and an
assignment of leases. Heilig-Meyers, a leading furniture retailer, intends
to
vacate 10 stores, which secure 10 mortgages totaling $15.0 million, or
2.4% of the pool.

The improvement of other credits has continued to offset the impact of
rating downgrades. Nine West's acquisition by Jones Apparel Group Inc.
(triple-B-minus), results in an improved corporate rating. Similarly, Fred
Meyer 's acquisition by Kroger Co. (triple-B-minus) results in an
improved corporate rating. Nine West represents a $43.4 million mortgage
loan, or 7.0% of the pool, and Fred Meyer represents a $43.0 million
mortgage loan, or 6.9% of the pool.

Merrill Lynch Mortgage Investors Inc. Series 1998-C1-CTL

Outstanding Ratings Affirmed:

     Class    Amount        Rating
  
     A-1     $106,101,990    AAA

     A-2      $82,098,000    AAA
   
     A-3     $235,868,000    AAA
   
     B        $38,765,000    AA
   
     C        $32,304,000    A
    
     D        $38,765,000    BBB
    
     E         $9,691,000    BBB-
    
     IO        notional      AAA


MULTICARE AMC: Committee Taps Chanin Capital Partners as Financial Advisor
--------------------------------------------------------------------------
The Official Committee of Unsecured Creditors filed an application for an
order authorizing the employment and retention of Chanin Capital Partners
as financial advisors to the unsecured creditors committee.  The Committee
seeks to retain Chanin, according to the Declaration of Eric Scroggins,
Senior Vice President of Chanin Capital Partners, to provide financial
advisory services including but not limited to:

    a) Analysis of the debtors' operations, business strategy, and
        competition in each of its relevant markets as well as an analysis
        of the industry dynamics affecting the debtors;

    b) Analysis of the debtors' financial condition, business plans,
        operating forecasts, management, and the prospects of its future
        performance;

    c) Financial valuation of the ongoing operations of the debtors;

    d) Assist the Committee in developing, evaluating, structuring and
        negotiating the terms and conditions of a potential
        recapitalization, including the value of the securities, if any,
        that may be issued to the Committee under a plan of reorganization.

Analysis of potential divestitures of the Company's operations.

Subject to approval of the court, Chanin will be compensated at a fee of
$100,000 per month. In addition Chanin will receive a restructuring
transaction fee in the amount of $625,000, which will be payable on, and
subject to, the effective date of a plan of reorganization.

Fifty percent of the monthly advisory fees paid after the ninth month
following July 11, 2000 shall be credited to the Transaction Fee. In
addition, Chanin will seek reimbursement for the reasonable expenses it
incurs in connection with providing services to the Committee.

Proposed counsel to the unsecured creditors committee are Mark Minuti and
Tara L. Lattomus, of Saul, Ewing Remick & Saul LLP and David S. Rosner and
Athena F. Foley of Kasowitz, Benson, Torres & Friedman LLP.


NORTHLAND CRANBERRIES: BofA, Piper Jaffray & Arthur Andersen Climb Aboard
-------------------------------------------------------------------------
Northland Cranberries, Inc. (Nasdaq: CBRYA), announced several
restructuring actions authorized by its Board of Directors.

Robert E. Hawk has been named President and Chief Operating Officer of the
company.  As a part of Hawk's direct responsibilities, he will lead the
Branded Division sales and marketing effort in place of prior Branded
President Scott Corriveau, who has left the company to pursue other
opportunities.  Under Hawk's direction, the company will reorganize its
sales and marketing infrastructure and eliminate approximately 20 positions
nationally.  Northland is also negotiating a partnering and outsourcing
agreement with CROSSMARK, Inc. of Dallas, Texas to represent the Northland
and Seneca brands in over 90% of the country.  CROSSMARK will provide sales
and marketing support to Northland, in addition to traditional brokerage
services.

"The agreement will allow us to utilize CROSSMARK's 10,000 plus employees
on a national basis and to access their state of the art management systems
to promote and grow our Northland and Seneca brands," said Hawk regarding
the agreement.

"We believe that by restructuring our sales and marketing infrastructure
and outsourcing many of these activities with CROSSMARK, we hope to save
about $1 million a year in sales, general and administrative expenses,"
said Hawk.

Northland also announced that it intends to sell or close its Bridgeton,
N.J. bottling operations as soon as possible.  The company is providing
proper legal notices to employees and governmental agencies regarding the
intended sale or closure.

"After the sale of our private label business and the lack of anticipated
co-packing volume from the acquirer of the business, we simply have far too
much under utilized bottling capacity.  Unfortunately, in order to reduce
this over-capacity and excess overhead, we must sell or close at least one
of our bottling plants.  We chose the Bridgeton plant based on an analysis
of the long-term capital investment needs of the facility compared to our
other bottling plants and the loss of the co-packing business at
Bridgeton," said John Swendrowski, Chairman and CEO.

The company also announced that, in conjunction with its August 31, year-
end closing, it anticipates recognizing various significant, largely non-
cash, charges and inventory write-downs associated with the company's
operational restructuring plan, reducing the cranberry inventory and 2000
growing crop to current net realizable value, and the closing or sale of
the Bridgeton plant.  The amount of these charges and write-downs has not
been finalized, but is preliminarily expected to approximate as much as
between $35 million and $50 million.

"We are taking some necessary steps to reorganize our operations and reduce
our ongoing expenses to allow us to more effectively compete against Ocean
Spray and others.  Market conditions in the cranberry industry continued to
deteriorate dramatically during the second half of the fiscal year, leading
to another write-down in the carrying value of our inventory.  Excessive
industry-wide cranberry inventories, the impact of the 2000 Federal
marketing order restrictions and the continued aggressive market spending
used by our major competitor to attack our brands, despite the implications
to its grower-shareholders, have forced us to take these actions at this
time," said Swendrowski.

As a part of its ongoing analysis of strategic alternatives through its
investment bankers, Banc of America Securities LLC and U.S. Bancorp Piper
Jaffray, Inc., the company is continuing to analyze additional options to
enhance shareholder value, including continued efforts to explore the sale
of some or all of the company's stock or assets, the infusion of additional
equity capital, obtaining alternative financing arrangements to improve the
company's working capital, and exploring other restructuring and financing
alternatives.  Additionally, the company is actively holding discussions
with several lenders to replace its current bank group credit facility and
believes it may be able to secure a new replacement credit facility.

Northland also has retained Arthur Andersen LLP's restructuring group to
analyze the company's ongoing operations, financial condition and prospects
and to assist in concluding a new credit agreement and a near-term bridge
financing facility.  Although the company is in technical default of its
tangible net worth covenant with its current lenders, the company believes
it will either be able to obtain a waiver of the default and amend its
current credit agreement or replace its lenders within 120 days.

Northland is a vertically integrated grower, handler, processor and
marketer of cranberries and value-added cranberry products.  The company
processes and sells Northland brand 100% juice cranberry blends, Seneca
brand juice products, Northland brand fresh cranberries and other cranberry
products through retail supermarkets and other distribution channels.  
Northland also sells cranberry and other fruit concentrates to industrial
customers who manufacture and distribute consumer juice products.  With 25
growing properties in Wisconsin and Massachusetts, Northland is the world's
largest cranberry grower.  It is the only publicly-owned, regularly-traded
cranberry company in the United States, with shares traded on the Nasdaq
Stock Market under the listing symbol CBRYA.


NTS COMPUTER: Reports Six-Months Results; Pursues Its Restructure Plan
----------------------------------------------------------------------
NTS Computer Systems Ltd. (TSE: NTS) a leading provider of high-quality,
technology-based education solutions, announced the results of its
operations for the first six months of 2000.

Sales for the first six months of 2000 amounted to $7.4 million and the net
loss was $5.962 million. This compares with sales of $16.1 million and net
profit of $231,843 for the first six months of 1999.

The loss of $5.9 million includes losses of $2.3 million incurred by the
Ireland subsidiary and $1.1 million for restructuring and non-recurring
charges. Operating losses for NTS Canada for the six-month period amounted
to $2.5 million. The financial results of the Ireland subsidiary continued
to be consolidated for financial reporting purposes until June 26, 2000
when the convertible debenture holders placed the Ireland subsidiary into
receivership.

As announced earlier, during the second quarter the company rationalized a
number of its operations including closure of its Comox and Kirkland,
Washington offices, downsizing of its Maple Ridge operations, elimination
of its truck fleet, and drastic reductions in expenses throughout the
company.

While these initiatives were being implemented during the second quarter,
the operating losses going into the second quarter plus restructuring costs
and non-recurring charges more than offset the positive impact of these
rationalizations in the period.

The delays in financial reporting is attributable to the complex accounting
issues which have arisen out of the Ireland receivership and numerous
write-downs and non-recurring charges and provisions emanating from the
restructuring. Note number 10(a) of the June 30, 2000 financial statements
relating to the $4.5 million private placement, reports subscriptions of
$3,880,000 as of August 21, 2000. The remaining $620,000 has been committed
and the subscriptions are expected to be in hand shortly.

"The June 30 results are not unexpected since most of the downsizing and
costs connected with the restructuring were done in the second quarter"
said NTS president, Don Morris. "The restructuring initiative also had some
negative impact on sales volumes and gross margin in the period as our
market reacted somewhat negatively to our financial difficulty and our
marketing activities were curtailed due to financial constraints. The
restructuring is nearly completed and the losses from the Ireland operation
are behind us. With the impending completion of the $4.5 million private
placement; conversion of a portion of the convertible debenture and the
acquisition of Brainium.com (subject to shareholder approval) we should be
positioned to move forward with rebuilding NTS into a world class company."


NUTRAMAX PRODUCTS: Judge Walrath Will Entertain Confirmation on October 3
-------------------------------------------------------------------------
The US Bankruptcy Court, District of Delaware entered an order approving
the Disclosure Statement of NutraMax Products, Inc. et al.  A Confirmation
Hearing will be held on October 3, 2000 at 9:30 AM before the Honorable
Mary F. Walrath.

The plan provides if Class 4 accepts the plan, each holder of an allowed
general unsecured claim shall receive as soon as practicable following the
earlier of the four-month anniversary of the Effective date and the date on
which all disputed unsecured claims have been resolved by a final order for
each $1,000 of allowed general unsecured claims that it holds:

    a) Such holder's pro rata share of distributable new subordinated notes
        in a principal amount not to exceed $500 ("Note Option") or

    b) Such holder's pro rata share of the distributable cash in an amount
        not to exceed $250 ("Cash option") provided that, if such holder's
        allowed general unsecured claim is less than $500, such holder shall
        be deemed to have elected the cash option.

If Class 4 does not accept the plan, the holders of general unsecured
claims shall receive no distribution.

The debtors currently estimate that the amount of allowed general unsecured
claims will be approximately $12 million. Using the plan distribution
formula, the distribution on allowed General Unsecured Claims would be
45.8% under the Note Option and 22.9% under the Cash Option. If the amount
of allowed general unsecured claims increases to $15 million, the
distributions would be reduced to 36.6% under the Note Option and 18.3%
under the Cash Option. The Committee supports the plan.


OAKWOOD HOMES: Fitch Downgrades Senior Notes to CCC with Negative Outlook
-------------------------------------------------------------------------
Fitch has downgraded the rating on Oakwood Homes Corp.'s (OH) senior notes
to 'CCC' from 'BB-'. In addition, the secured bank rating was lowered to
'B-' from 'BB+'. The Rating Outlook is Negative.

The rating change reflects the company's poor operating performance, weak
bondholder protection measures, and potential stresses to its liquidity
position particularly in light of the difficult industry conditions which
are expected to persist at least over the short term. OH's capacity to
restore its capital structure may be further impacted in the event of an
economic downturn.

The manufactured housing industry over the past several years has
experienced a period of very rapid growth, spurred by favorable economic
conditions and excessive availability of credit to retail buyers. Rising
interest rates and more restrictive lending practices have combined to
create an excess inventory position in the industry. While industry
participants have had some success addressing the supply side of the
imbalance by reducing production capacity and scaling back the number of
retail outlets, adjusted demand levels indicate that the inventory overhang
is likely to persist. More aggressive industry supply-side measures are
expected over the near term to restore equilibrium, given that lending
practices may not return to previous levels. OH's recovery could be further
hindered by an economic slowdown which could result in increased loan
defaults, placing further pressure on retail credit availability and core
demand for new homes sales.

The primary segments of the company's vertical integration strategy
currently face operating challenges with overall company EBITDA margins
eroding over the past year from 10% to 2% in the latest twelve months (LTM)
ended 6/30/00. The difficult operating environment will likely continue to
pressure the operating profitability of the combined manufacturing and
retailing segments. The manufacturing segment has been negatively impacted
by manufacturing variances due to lower production volume, while the
retailing segment has been pressured by pricing measures required to move
inventory and the high fixed costs of its retail outlets. Profitability at
its finance division has been negatively affected by the increased cost of
funds in the asset backed securities (ABS) market due to widened credit
spreads for the company's securitized bonds. In addition, the company has
taken charges relating to revised assumptions primarily in response to
worse than expected performance of its securitized pools of manufactured
home contracts.

Oakwood's poor operating performance has translated into weak credit
statistics that offer a limited level of protection for bondholders. For
the most recent quarter, and latest twelve-month periods, EBITDA coverage
of interest expense has been marginal. In recent periods, the company has
been largely reliant on cash generated from non-operating sources such as
inventory reduction. At 6/30/00, debt to EBITDA measured 6.7 times (x),
while LTM leverage was approximately 16.0x. Improvement in key credit
statistics is not likely until the industry has fully endured the inventory
correction that began in mid-1999.

While working capital liquidity has been preserved by the recent extension
of OH's revolving lines, the company's significant contingent liabilities
totaling nearly $320 million could threaten its liquidity position. OH has
exposure to approximately $195 million of inventory at independent dealers
that are under repurchase agreements and could be called upon in the event
of independent dealer failure. Such repurchases have been minimal to date,
and this risk is further mitigated in that no dealer represents greater
than 5% of its inventory position. The company has also provided explicit
limited guarantees of approximately $125 million for subordinate tranches
of its securitizations. The limited guarantees further expose the company
to the underlying performance of its securitizations that have experienced
a rise in repossessions and have generally had higher defaults than
initially expected. Further deterioration of the company's securitized loan
portfolios could occur in the event of weaker economic conditions.

In addition, due to the lack of liquidity for subordinate manufactured
housing bonds in the ABS market, the company has retained the higher risk
'BB' bonds from its securitizations dating back to May 1999. With
increasingly cash flow-negative securitizations remaining a core component
of the company's on-going strategy of providing financing to its
manufactured home purchasers, intermediate term liquidity could be
pressured in the absence of permanent capital to support this activity.


PEN-TAB INDUSTRIES: Moody's Lowers $75MM of 10-7/8% Senior Sub Notes To Ca
--------------------------------------------------------------------------
Moody's Investors Service downgraded the rating of Pen-Tab Industries,
Inc.'s $75 million of 10-7/8% senior subordinated notes, due 2007, to Ca
from Caa2 and withdrew the rating of the company's $135 million secured
credit facility (previously at B3).  Concurrently, Pen-Tab's senior implied
rating was lowered to Caa2 from B3 and its senior unsecured issuer rating
was lowered to Caa3 from Caa1.  The outlook remains negative.

The rating actions follow the announcement that Pen-Tab missed its August
1, 2000 interest payment on its senior subordinated notes due to
insufficient cash flow. As a result of covenant violations on its credit
facility and cross-defaults provisions, its subordinated notes and credit
facility are now classified as current liabilities. The rating outlook is
negative reflecting the current lack of liquidity and the required
restructuring of Pen-Tab's indebtedness to alleviate its debt service
requirements. Such a restructuring could involve the conversion of the
subordinated notes to discount notes or equity. While it is unclear at this
time if the bondholders will accept a restructuring or conversion of the
notes, it should be noted that a major stockholder of Pen-Tab Holdings,
Inc., the parent company of Pen-Tab, currently holds 80% of the senior
subordinated notes.

Pen-Tab has violated covenants on its revolving credit facility on several
occasions over the past year and, as noted above, continues to be in
default at this time. Furthermore, Pen-Tab's banks did not allow the
company to make its February 1, 2000 interest payment on its subordinated
notes, requiring the bondholders to accept new subordinated notes in the
amount of $4.1 million, in lieu of the missed interest payment.

Results for the first half of fiscal 2000, ended July 1, 2000, were
adversely impacted by strong foreign competition, a shift in product mix
and higher marketing and advertising expenses to support sales efforts.
Total debt of $197 million as of July 1, 2000 included approximately $79
million of subordinated notes and a seasonally high $104 million of
outstanding bank debt. Leverage continues to be inordinately high at 24
times LTM EBITA of $8 .1 million. Moody's does note that over the last
several years the company has spent less than its annual depreciation
expenses on CAPEX and therefore, utilizing LTM EBITDA less CAPEX of $12.3
million, leverage moderates to a still high level of 16 times.

Headquartered in Front Royal, Virginia, Pen-Tab Industries, Inc. is a
leading manufacturer of school, home and office supply products.


PHILIP SERVICES: Ontario Securities Commission Issues Statement
---------------------------------------------------------------
Philip Services Corporation ("the Company") (Nasdaq: PSCD/TSE: PSC) issued
a statement regarding the Notice of Hearing issued by the Ontario
Securities Commission involving Philip Services Corp. (the "Predecessor
Company") and certain of its former officers and directors.

On June 25, 1999, the Predecessor Company and certain of its subsidiaries
filed a voluntary application to reorganize under the Companies' Creditors
Arrangements Act (Canada) and a voluntary petition under Chapter 11 of the
United States Bankruptcy Code. Asa result of the successful completion of
the financial reorganization, the Predecessor Company transferred
substantially all of its assets and liabilities (except for liabilities
subject to compromise) to the Company or its subsidiaries. The Company
emerged from its financial reorganization on April 7, 2000.

The company named in the OSC proceedings is the Predecessor Company, a
separate legal entity which is neither owned or controlled by the Company.
The Company is not a party to these proceedings.

The OSC alleges that a prospectus filed by the Predecessor Company in
November 1997 failed to provide full disclosure of all material facts
relating to various special charges, which were subsequently recorded, and
an admission by Robert Waxman, an officer and director of the Predecessor
Company, of receipt of an unauthorized personal benefit.  The Predecessor
Company is proceeding with a civil claim against Mr. Waxman and others for
damages and restitution arising from breach of fiduciary duty and fraud.

The Predecessor Company cooperated fully with the OSC's requests for
information regarding these matters and the newly restructured company will
also continue to support the OSC process as required.

Philip Services is an integrated metals recovery and industrial services
company with operations throughout North America. Philip provides
diversified metals services, together with by-products management and
industrial outsourcing services, to all major industry sectors.


PRIME SUCCESSION: Seeks Extension 365(d)(4) Lease Period to October 9, 2000
---------------------------------------------------------------------------
Prime Succession, Inc., et al., seek a court order extending the time
within which the debtors must assume or reject unexpired nonresidential
real property leases pursuant to Section 365(d)(4) of the Bankruptcy Code.

A hearing to consider the motion will be held on September 11, 2000 at
11:30 AM before the Honorable Peter J. Walsh, US Bankruptcy Court, District
of Delaware.

The debtors seek an extension of the time period to assume or reject their
leases through and including October 9, 2000.

The debtors request an extension of such time in order that they may
conduct a further evaluation of the leases and make an informed decision as
to whether an assumption or rejection of the leases is in the best
interests of the debtors' estates. Additional time is necessary to
accumulate data on the viability of the leased locations to help determine
the ultimate configuration of the reorganized debtors. In these cases, the
debtors are party to over forty leases.

The subject matter of the leases includes some office space, parking lots
and other various business premises. Many of these leases are of
significant value as they facilitate the debtors' abilities to provide
services to their customers. Due to the size of these Chapter 11 cases, the
importance of the leases to the debtors' estates, and the complexity of the
leases, the extension of time requested herein is warranted.


RELIANT BUILDING: Selling Window Fabrication Facility to Mikron for $8MM
------------------------------------------------------------------------
Reliant Building Products, Inc., et al., seeks court authority to sell to
Mikron Industries, Inc., certain assets consisting of the tangible and
intangible assets of the debtors' window fabrication facility in Bothell,
Washington and the Seattle office of Glazing Industries, including but not
limited to leasehold interests in certain real property located at 19720
Bothell-Everett Highway, Bothell, WA, all tangible personal property,
equipment, furniture, tools, account receivables and other accounts,
inventory, customer lists, and intangible accounts all arising out of or
relating to the Bothell facility or GI.

Subject to certain purchase price adjustments, the purchase price will be
$8 million, a portion of which will consist of the assumption of certain
specific post-petition accrued liabilities.

The debtors shall operate the Bothell plant in the ordinary course through
the closing date.


SAFETY-KLEEN: Noteholder Class Action Filed Against Officers, Laidlaw & PwC
---------------------------------------------------------------------------
Kirby McInerney & Squire, LLP filed a class action complaint on behalf of
all persons who purchased -- between the period from October 23, 1998
through June 9, 2000 -- the 9.25% Senior Subordinated Notes due 2008 of
Safety-Kleen Services, Inc., guaranteed by Safety-Kleen Corporation, Inc.
(NYSE: SK) and its domestic subsidiaries (the "2008 Bonds") (CUSIP No.
78649QAA3).

An amended class action complaint was filed in the United States District
Court for the District of South Carolina, Columbia Division, on August 23,
2000 (C.A. No. 3-00-145 17). The complaint names as defendants:

    (i)   three of Safety-Kleen's senior officers - former CEO Kenneth W.
          Winger, former COO Michael J. Bragagnolo, and former CFO Paul R.
          Humphreys (the "Individual Defendants");

(ii)  Laidlaw, Inc. ("Laidlaw"), Safety-Kleen's largest stockholder; and

(iii) PricewaterhouseCoopers, LLP ("PWC"), Safety-Kleen's auditor during  
       the Class Period.

The complaint alleges that, as admitted by Safety-Kleen on and after March
6, 2000, Safety-Kleen issued materially false and misleading financial
statements throughout the Class Period. These materially false and
misleading financial statements, as the complaint alleges, artificially
inflated the price of the 2008 Bonds until, as the truth about Safety-Kleen
began to emerge in early March 2000, the value of 2008 Bonds suddenly and
dramatically collapsed. On March 6, 2000, Safety-Kleen shocked investors by
announcing that it would investigate accounting irregularities in Safety-
Kleen's financial statements issued since late 1997, and that Safety-
Kleen's most senior officers, the Individual Defendants here, would be
placed on administrative leave pending the investigation. On March 9, 2000,
PWC withdrew its previously-issued reports on Safety-Kleen's financial
statements for the fiscal years ended August 31, 1997, 1998, and 1999. The
Securities and Exchange Commission ("SEC") has commenced a formal
investigation of Safety-Kleen while Safety-Kleen itself is conducting a
forensic audit to determine what its true financial and operational
position is. The resignations of the Individual Defendants were announced
on May 12, 2000. On or about May 30, 2000, Safety- Kleen defaulted on its
debt payments, and on or about June 9, 2000, Safety-Kleen and Safety- Kleen
Services, Inc. filed for bankruptcy under Chapter 11 of the Bankruptcy Code
in the U.S. Bankruptcy Court for the District of Delaware. As a result of
these events, the 2008 Bonds' trading price plunged from 91% of par value
in early March 2000 to 12% of par value by mid-March 2000 to 6.75% of par
value on June 9, 2000 - a decline of over 92%.

The lawsuit seeks to recover losses suffered by persons who, relying on the
financial statements later admitted by Safety-Kleen to be materially false
and misleading, purchased the 2008 Bonds either in their offering via a
Registration Statement dated October 23, 1998 or thereafter in the
secondary market. The complaint alleges and details the materially
misleading statements and financial statements included in the Registration
Statement, as well as the materially misleading statements and financial
statements issued by Defendants throughout the Class Period.

The complaint asserts claims for:

    (i)   violations of Section 11 of the Securities Act of 1933 against the  
          Individual Defendants and PricewaterhouseCoopers;

(ii)  violations of Section 12(a)(2) of the Securities Act of 1933
       against Defendants Kenneth A. Winger and Paul R. Humphreys;

(iii) violations of Section 15 of Securities Act of 1933 against the
       Individual Defendants and Laidlaw, Inc.,

(iv)  violations of Section 10(b) of the Securities Exchange Act of
       1934, and Rule 10b-5 promulgated thereunder, against the
       Individual Defendants and Laidlaw, Inc.; and

    (v)   violations of Section 20(a) of the Securities Exchange Act of 1934
          against the Individual Defendants and Laidlaw. Plaintiff, a Class
          Period purchaser of the 2008 Bonds, is represented by the law firm
          of Kirby McInerney & Squire, LLP, which specializes in complex
          litigation, including securities class actions.

Contact Ira Press, Esq., or Orie Braun, Esq., at KIRBY McINERNEY & SQUIRE,
LLP, 830 Third Avenue, 10th Floor New York, New York 10022 Telephone: (212)
317-2300 or Toll Free (888) 529-4787 or at obraun@kmslaw.com


SPECTRASITE HOLDINGS: Moody's Places Senior Notes On Review For Downgrade
-------------------------------------------------------------------------
Moody's Investors Service today placed the ratings of SpectraSite Holdings,
Inc. on review for possible downgrade following the company's announcement
that they have entered into a definitive agreement to acquire exclusive
leasing rights to 3,900 communications towers from SBC Communications for
$1.308 billion, consisting of $983 million in cash and the remainder in
SpectraSite common stock. The affected ratings are listed below.

Moody's review will incorporate the strategic benefits SpectraSite can
expect to derive from the addition of the SBC towers to its portfolio.
However, despite these strategic benefits, this transaction the associated
build-to-suit agreement are likely to defer improvement in credit metrics
from Moody's expectations when we first assigned ratings to SpectraSite in
March of this year. Thus, our review will also focus on the extent of this
deferral of credit improvement, as well as the nature of the financing for
this transaction and the resulting composition of the company's capital
structure. A disproportionate reliance upon secured financing will put
pressure on the unsecured senior note ratings. Moody's will also assess the
credit impact of the SpectraSite's option to purchase the towers at the end
of their lease terms. While these lease terms average 27 years, the future
value of that purchase option accretes to over $3 billion.

Moody's notes that this transaction greatly bolsters SpectraSite's
national, large-market tower portfolio that began with the purchase of the
Nextel towers and was augmented by a transaction with AirTouch for that
carrier's Southern California towers. Pro forma for the SBC transaction,
SpectraSite will own or manage over 9,000 towers in 98 of the top 100
markets in the Unites States. Moody's believes there should be strong pent-
up demand for leases on the SBC towers due to their predominately major
market locations and current lack of colocation tenants. Further, the
leasing rights are being acquired at an attractive per tower price, with
25% of the consideration being paid with SpectraSite equity.

The ratings under review are:

    a) Senior Implied - B2

    b) 12% Senior Discount Notes due 2008 - B3

    c) 11.25% Senior Discount Notes due 2009 - B3

    d) 12.875% Senior Discount Notes due 2010 - B3
    
    e) 10.75% Senior Notes due 2010 - B3

Based in Cary, North Carolina, SpectraSite Holdings owned or managed close
to 3,500 communications towers at June 30, 2000.


STODDARD-HAMILTON: Airplane Kit Maker Gets $750,000 Bid from Weitzel Family
---------------------------------------------------------------------------
W.D. Weitzel and Lonnie Weitzel, Puget Business Journals reports, offered
to pay $750,000 for the bankrupt Stoddard-Hamilton Aircraft, Inc. in
Arlington, Washington.  The airplane kit maker Attorney Geoffrey Groshong
says, the father-son Weitzels wanted to purchase the company only if it is
under Chapter 11 to eliminate its creditors. Robert Gavinsky relates that
the value of his company's remaining inventory is $1.2 million. Mr.
Gavinsky is the president of the troubled airplane kit maker.  The
Honorable Judge Thomas Glover is presently handling the case

Stoddard-Hamilton filed for bankruptcy protection under Chapter 11 partly
due to very low margins. The bankrupt company listed assets and liabilities
between $1 million to $ 10 million upon filing, but gave no specifics. The
company was a leading builder of high-quality kit planes and during the
last 20 years produced about 2,400 GlaSair and Glastar aircraft kits.


VENCOR, INC.: Motion To Transfer Hillhaven Facilities Operations
----------------------------------------------------------------
Vencor, Inc., and its related debtors, whose chapter 11 cases pend before
the U.S. Bankruptcy Court for the District of Delaware, desire to dispose
of three more Facilities acquired through the Vencor merger with Hillhaven,
Inc. in 1995. To effectuate this, the Debtors seek the Court's authority
for each respective transfer: (a) entry into the Transfer Agreement
pursuant to section 363 of the Bankruptcy Code; (b) assumption and
assignment of all their right, title and interest in the Provider
Agreements to the new operator; (c) execution of documents and performing
other things necessary for the transfer.

                        I. Hyland Hills Facility

As successor-in-interest to Hillhaven, Inc., Vencor leased the Facility,
a nursing center located in Beaverton, Oregon, from the Jack Robert Frost
Trust. Under the Hillhaven lease, Vencor did not have renewal rights. Since
the Hillhaven lease expired on May 31, 2000, Vencor has been leasing and
operating the Facility on a month-to-month basis until the first of
the month following the date the Court grants the motion.

Vencor has located a new operator Beaverton Rehab & Specialty Care, LLC.

Pursuant to the terms of an Operations Transfer Agreement dated August 1,
2000, the Debtors will sell the name of the Facility and certain inventory
at the facility including raw food, linens, equipment and certain medical
and office supplies to Beaverton at $ 5285. Beaverton will hire at least
sixty-eight percent of Vencor's employees at the Facility and Vencor is
required to continue COBRA and group health plan benefits as required by
law.

Vencor will assign to Beaverton Medicare and Medicaid Provider Agreements.
Vencor is to receive all payments due from the Medicare and Medicaid
programs for the period in which Vencor operated Hyland under the Provider
Agreements and has agreed to indemnify Beaverton for any overpayment claim
by the state of Oregon. However, Vencor does not believe that they were
overpaid by Oregon Medicaid. Vencor estimates that it is owed $50,000 for
the post-Petition period, that it owes Medicare $120,890, $24,444 of which
accrued pre-Petition and $96,456 of which accrued post-Petition. Vencor
does not expect to have to pay the pre-Petition amount. Negotiations
between Vencor and the federal government to determine Medicare Cure
amounts nationwide are going on.

The Transfer Agreement also provides that:

    (1) Vencor is to provide Beaverton with an accounting of the Patient
         Trust Funds and to transfer those funds to Beaverton;

    (2) Vencor will file its cost reports with respect to the Facility as
         soon as practicable but in no event later than the date on which
         they are due by law;

    (3) Vencor will retain its right to accounts receivable which relates
         to the period prior to the Effective Date;

    (4) Utility charges, real and personal property taxes and prepaid
         expenses will be prorated as of the Effective Date and any
         adjustment will be settle within thirty days;

    (5) Vencor will remove its computer systems from the Facility;

    (6) Vencor indemnifies Beaverton for breach of its obligations under
         this agreement and the leasing or operation of the Facility prior
         to the Effective Date and Beaverton indemnifies Vencor for breach
         of its obligations under this agreement and the leasing or
         operation of the Facility after the Effective Date.

                         II. Montvue Nursing Home

As successor-in-interest to Hillhaven, Inc., Vencor leased the Facility,
a nursing center located in Luray, Virginia from Excelsior Care Centers,
Inc. Under the Hillhaven lease, Vencor intends to operate the Facility
through August 31, 2000, when the lease expires.

Vencor has located a new operator Page Memorial Hospital, Inc.

Pursuant to the terms of an Operations Transfer Agreement dated July 31,
2000, the Debtors will sell the name of the Facility and certain inventory
at the facility including raw food, linens, equipment and certain medical
and office supplies to Beaverton at $ 10. The Debtors note that, when
Vencor assumed management of the Facility from Lenox, another chapter 11
debtor, there was inventory of only negligible value.

Vencor will also assign to Beaverton Medicare and Medicaid Provider
Agreements. Vencor is to receive all payments due from the Medicare and
Medicaid programs for the period in which Vencor operated Hyland under the
Provider Agreements and has agreed to indemnify Page for any overpayment
claim by the state. Vencor tells the Court that it owes a pre-petition
amount of $157 to Virginia Medicaid and is owed $64,664 by Virginia
Medicaid for a pre-petition amount, resulting in a net amount owed to
Vencor of $64,507. Vencor estimates it is owed $40,658 from Medicare with
respect to this Facility.

The Transfer Agreement also provides for similar terms as reported under
the Hyland Facility points (1) to (6).

                III. Talbot Center for Rehab and Healthcare

As successor-in-interest to Hillhaven, Inc., Vencor Nursing Centers West,
LLC, leased the Facility, a nursing center located in Renton, Washington
from Northwestern Trust and Investors Advisory Company, Thomas J. Stephens
and Jeffrey S. Lynn, co-trustees and the Elizabeth A. Lynn Trust, Inc. The
Hillhaven lease expired on April 1, 2000, and Vencor Nursing has continued
to lease and operate the Facility on a month-to-month basis.

Vencor has located a new operator Evergreen at Talbot Road, L.L.C.

Pursuant to the terms of an Operations Transfer Agreement dated July 27,
2000, the Debtors will sell the name of the Facility and certain inventory
at the facility including raw food, linens, equipment and certain medical
and office supplies to Beaverton at $ 10,000. Evergreen will hire at least
eighty percent of Vencor's employees at the Facility and Vencor is
required to continue COBRA and group health plan benefits as requird by
law.

Vencor will also assign to Evergreen Medicare and Medicaid Provider
Agreements. Vencor is to receive all payments made by the Washington
Medicaid agency for reimbursements with respect to payments for services
rendered while Vencor was operating the Facility, and has agreed to
indemnify Evergreen for any overpayment claim by the state. Vencor has a
pre-petition payable to Medicaid of $216,394 and a post-petition payable
to Medicaid of $117,572, both of which will be cured by Vencor on the
effective Date.

The Transfer Agreement also provides for similar terms as reported under
the Hyland Facility points (1) to (6). (Vencor Bankruptcy News, Issue No.
15; Bankruptcy Creditors' Service, Inc., 609/392-0900)


* BOOK REVIEW: THE WRECK OF THE PENN CENTRAL
--------------------------------------------
Authors: Joseph R. Daughen and Peter Binzen
Publisher: Beard Books
Softcover: 365 Pages
List Price: $34.95
Order a copy today from Amazon.com at:
http://www.amazon.com/exec/obidos/ASIN/1893122085/internetbankrupt

Review by Regina Engel

On June 21, 1970, The Penn Central Transportation Company filed bankruptcy
reorganization under Section 77 of the Bankruptcy Act, a mere 872 days
after the largest railroad in United States history was formed with the
merger of the Pennsylvania and New York Central Railroads. While the
memories of the major players were still very fresh, the authors set out to
examine the causes of the stunning collapse. Their exhaustive and in-depth
analysiis was originally published in 1971, but as the authors recognized,
"[t]he dimensions of the disaster that befell the Penn Central
Transportation Company, its 100,000 creditors, its 118,000 stockholders,
and the hundreds of lesser companies tied economically to the railroad will
provide food for thought for students of business for years to come."

The largest merger in the nation's history came about following more than
ten years of discussions, but one of the points the authors make is that
because itt was so uncertain that the merger would in fact take place, very
little was done during those years to actually work out the details of
merging the two very differently operated companies.

The authors offer fascinating accounts of the personalities and backgrounds
of people involved. Chapter 2 gives a brief overview of the history of the
railroads as a necessary backdrop to understanding the conditions in the
industry at the time of the merger. Succeeding chapters focus on the three
principals, Alfred E. Perlman of the new york Central who became president
of the Penn Central, Stuart T. Saunders, who had led the Pennsylvania
Railroad for the previous five years and was named chief executive offficer
and chairman of the board of the merged company, and David C. Bevan, the
Penn Central's chief finance officer. Detailing the differences in style
and social position, the authors devote chapters to the opposition of
future Pennsylvania Governor Milton J. Shapp, and David Bevan's forays into
questionable outside investments, including an airline business, which the
authors maintain diverted badly needed attention away from the problems of
the railroad. Similarly, the authors question whether the attempt to deal
with the railroad's cash problems through a diversification program, under
which the railroad had considerable real estate holdings, hurt more than
helped by taking time and attention away from the railroad's problems.

The concluding chapters contain discussions of numerous other problems that
precipitated the collapse, from the continuing decline in the railroad
industry, in part because of competition from other means of
transportation, to the bad winter of 1970, the poor condition of equipment,
labor problems, government regulation, and, in the end, the failure of the
government to provide loan guarantees. In the final chapter, the authors
quote extensively from Perlman's and Saunders' assessments of what went
wrong. Despite their differences and attempts to lay blame, they both
conclude that without government support, the problems of a very sick
industry were too much for any management team to overcome.

Joseph R. Daughen and Peter Binzen are professional journalists who have
written for Philadelphia newspapers cine 1982.

                               *********

Bond pricing, appearing in each Monday's edition of the TCR, is provided by
DLS Capital Partners in Dallas, Texas.

A list of Meetings, Conferences and Seminars appears in each Wednesday's
edition of the TCR. Submissions about insolvency-related conferences are
encouraged. Send announcements to conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of interest
to troubled company professionals. All titles available from Amazon.com --
go to http://www.amazon.com/exec/obidos/ASIN/189312214X/internetbankrupt--  
or through your local bookstore.

For copies of court documents filed in the District of Delaware, please
contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents
filed in cases pending outside the District of Delaware, contact Ken Troubh
at Nationwide Research & Consulting at 207/791-2852.

                               *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter, co-published by Bankruptcy
Creditors' Service, Inc., Trenton, NJ, and Beard Group, Inc., Washington,
DC. Debra Brennan, Yvonne L. Metzler, Ronald Ladia, Zenar Andal, and Grace
Samson, Editors.

Copyright 2000. All rights reserved. ISSN 1520-9474.

This material is copyrighted and any commercial use, resale or publication
in any form (including e-mail forwarding, electronic re-mailing and
photocopying) is strictly prohibited without prior written permission of
the publishers. Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.

The TCR subscription rate is $575 for six months delivered via e-mail.
Additional e-mail subscriptions for members of the same firm for the term
of the initial subscription or balance thereof are $25 each. For
subscription information, contact Christopher Beard at 301/951-6400.

                     * * * End of Transmission * * *